362 replies to this topic

[Carowinds2005]

The Board of Directors of Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today sent a letter to all unitholders stating its reasons for opposing the proposals submitted by Q Funding III, L.P. and Q4 Funding, L.P. (“Q Investments”), one of the Company’s largest unitholders, to be considered at a Special Meeting of Unitholders on January 11, 2011.

The Board believes the proposed amendments to the Company’s Partnership Agreement would not be in the best interests of unitholders because they would severely limit the options available to the Board in pursuit of its strategy to maximize long-term value. In addition, they would greatly disrupt the Company’s deliberate and ongoing succession planning process that is well under way and is expected to be completed by the end of the second quarter of 2011.

CF Story

[The Interpreter]

Full text of Cedar Fair's letter:

http://www.sec.gov/A...54/ddefa14a.htm

And a Q filing today:

http://www.sec.gov/A...cedarfairad.htm

[CoastersRZ]

Hang onto your seats. This could get very interesting.

[CoastersRZ]

Q has filed a letter, outlining their positions. You can read it here: http://www.prnewswir...-111843839.html

[IndyGuy4KI]

Q has filed a letter, outlining their positions. You can read it here: http://www.prnewswir...-111843839.html

I am sorry, but I just don't agree with this statement in the letter.

Mr. Kinzel Thinks Reducing Debt is More Important than Reinstating Meaningful Distributions

I think reducing the debt is more important so you have a more stable company with better credit. To me this statement makes it sound like Q is mad they are not getting the distribution they want, and not thinking of the company's future. Lets say they pay more debt with less distribution this year, and then next year the company is a lot better off financially and are able to triple the distribution because of that. Would the investors be unhappy about getting 3 times more than they were expecting because of the decision Kinzel made? In that case they would be ahead. They could get what they are wishing for and have this scenario. New CEO who hands out a nice distribution, no money to pay off debt in time and the company has to file bankruptcy by the end of the year!


Of course this is just my opinion...

[CoastersRZ]

I kind of have the same sentiments as you. I`d rather not see a larger cash distribution this coming year, if it means the company is better off financially over the long run, and can begin issuing larger cash distributions a few years down the road.

While Kinzel has done great things for Cedar Point and the company, I think his time has come. Just look at the comparisons that Q makes to Six Flags. Yes, they went through bankruptcy and even recently ditched almost all of their licensing agreements, they seem to be more in touch with their customers than what Cedar Fair is. I do not want to beat a dead horse, but I have to bring up the food prices again. Having just been down in Orlando, drink prices there are still very reasonable, considering the venue. $2.75 for a 20 ounce soft drink. By comparison, KI was charging $1 more this year from vending machines for the same product. While I don`t know about per cap spending at the Florida parks, and they are somewhat different since they are destination parks, Cedar Fair has suffered from decreased per cap spending. Has it ever crossed their mind that high food prices/ lack of quality in the product offering has led to fewer sales and thus a decline in per caps?

[The Interpreter]

No. In the infamous words of Mr. Kinzel during a conference call a couple of years ago, paraphrased: "They are already in the park...they gotta eat, play a game or two and buy a shirt. Prices there are relatively stable...we have only raised them a nickel or so."

Yeah, right.

[CoastersRZ]

And does KI keep track of how many people leave the park and re-enter during a typical summer day? What about how many cars re-enter the parking lot? I`d venture to say that if they do keep track of that, it would tell them something. I know that I rarely eat at Kings Island. If I must, I will leave the park and grab some fast food outside of the park.

What I would like to see is a nice sit down restaurant. The one that I ate at while at Busch Gardens was fantastic. The Crown Colony Cafe offered an incredible view (of both the wild animals, as well as Cheetah Hunt). And I opted to get a turkey sandwich. The sandwich cost around $10.25. Pricey, yes. But for the price, you also were served dinner rolls before the meal came out, and the sandwich came out with tons of turkey on it, on warm bread. It also came with french fries. There was lots of food, and the quality of the sandwich was really good. It was well worth the price. There was so much food, that I could not even finish all the food for lunch, and I hadn`t even eaten breakfast that day. I could NOT get the same food experience at KI. (I don`t even know if they offer a cold cut turkey sandwich outside of the Subway. And there, they will charge you just about as much as my sandwich just to get a drink and 6" sub, with less quality.

[windshawne]

And does KI keep track of how many people leave the park and re-enter during a typical summer day? What about how many cars re-enter the parking lot? I`d venture to say that if they do keep track of that, it would tell them something. I know that I rarely eat at Kings Island. If I must, I will leave the park and grab some fast food outside of the park.

What I would like to see is a nice sit down restaurant. The one that I ate at while at Busch Gardens was fantastic. The Crown Colony Cafe offered an incredible view (of both the wild animals, as well as Cheetah Hunt). And I opted to get a turkey sandwich. The sandwich cost around $10.25. Pricey, yes. But for the price, you also were served dinner rolls before the meal came out, and the sandwich came out with tons of turkey on it, on warm bread. It also came with french fries. There was lots of food, and the quality of the sandwich was really good. It was well worth the price. There was so much food, that I could not even finish all the food for lunch, and I hadn`t even eaten breakfast that day. I could NOT get the same food experience at KI. (I don`t even know if they offer a cold cut turkey sandwich outside of the Subway. And there, they will charge you just about as much as my sandwich just to get a drink and 6" sub, with less quality.

I think they do, but its not public knowledge. I can vouch 1/3 of the park leaves on any given day around 4:30, and comes back in from 6-7. KI is in dire need of a sit down restaurant, but not if the food quality is the same as what is already offered.

[BoddaH1994]

Let's not kid ourselves. If KI got a restaurant like BGT's, would they offer the same experience? Probably not.

I think the food at KI has come a long way since CF took over, but it will still be a while before I'm ready to wait to be seated...

Terpy brought this up, but here's how they're addressing it...

We are aware that Mr. Kinzel has an employment agreement saying that he "shall continue to serve as Chairman of the Board until December 30, 2011, provided he is elected a member of the Board." We hope that, in the interest of good corporate governance, Mr. Kinzel would agree to waive this provision and allow for a truly independent Chairman. If he does not, then you could reasonably question whether Mr. Kinzel is putting his own interest ahead of yours.

As he said, the unitholders' vote means nothing without the vote of the general partners.

[The Interpreter]

Hang onto your seats. This could get very interesting.

http://morningjournal.com/articles/2010/12/14/news/business/mj3836384.txt

A two page article, don't miss both pages....

[PhantomTheater]

Q today has taken out a full page ad in The Plain Dealer telling stock holders to split the chairman and CEO positions. It even included one of Terpy's favorite Kinzel quotes, "That he is an operations guy, not a finance guy."

[IndyGuy4KI]

Q today has taken out a full page ad in The Plain Dealer telling stock holders to split the chairman and CEO positions. It even included one of Terpy's favorite Kinzel quotes, "That he is an operations guy, not a finance guy."

What a bold move! Hum, if it were possible I would be in favor of getting rid of Q way over Kinzel. We know what we have with Kinzel, and Q has no issues bring negative attention to a company they are invested in. What else are they capable of doing to negatively impact the company?

[BoddaH1994]

They couldn't care less about splitting the Chairman/CEO position. This is all to humiliate Kinzel and hope he resigns sooner than January 2012.

[RingMaster]

Let's not kid ourselves. If KI got a restaurant like BGT's, would they offer the same experience? Probably not.

I think the food at KI has come a long way since CF took over, but it will still be a while before I'm ready to wait to be seated...

Right. We've gone from crappy food at marginally high prices to crappy food at ridiculously high prices. But don't get me wrong, though. I love the fact that they sell roasted turkey legs at stands. I would actually happily pay seven dollars for one and munch on it for a good hour or two while people watching on Coney Mall. I just haven't bought one yet 'cause I keep forgetting to.

.....we need some original, one-of-a-kind, homemade food items the park can call its own (that aren't LaRosa's or Skyline). A return of the bakery would be nice, along with the return of the Kettle Corn stand, and stands selling different varieties of popcorn like Tokyo DIsneyland has (such as Honey, Chocolate, Sea Salt, Caramel, Cream Soda, etc.).

....ooh, and fried pickles, like from Toot's. I LOOOOOVE fried pickles.

[The Interpreter]

Right. We've gone from crappy food at marginally high prices to crappy food at ridiculously high prices. But don't get me wrong, though. I love the fact that they sell roasted turkey legs at stands. I would actually happily pay seven dollars for one and munch on it for a good hour or two while people watching on Coney Mall. I just haven't bought one yet 'cause I keep forgetting to....

Consider yourself lucky. I bought ONE. Unless and until food service at Kings Island changes drastically, I will never buy another. The one I bought was dried out, and I munched on it about a minute, then sadly threw it in the nearest trash can, knowing I'd sadly wasted a few more nickels on "food" at Kings Island. (I have also largely quit buying food in the Fest House for the same reason). And you probably already know what I think about Cedar Point's new "improved" pizza.

It's sad really. I can happily drop what is often a great deal of money on park food (often for friends) at most parks, but at Kings Island, Carowinds and Kings Dominion I rarely do so anymore. I'm tired of being disappointed (and sometimes even disgusted) at the so-called food quality (and yes, it can be argued what that so-called modifies...either choice is unfortunately correct in my opinion). Cedar Point still has delightful frozen custard. I hope they don't 'improve' it, too. (I suspect the real improvement in the pizza was to the park's profit margin)

[XGatorHead 8904]

Q has filed a letter, outlining their positions. You can read it here: http://www.prnewswir...-111843839.html

I am sorry, but I just don't agree with this statement in the letter.

Mr. Kinzel Thinks Reducing Debt is More Important than Reinstating Meaningful Distributions

I think reducing the debt is more important so you have a more stable company with better credit. To me this statement makes it sound like Q is mad they are not getting the distribution they want, and not thinking of the company's future. Lets say they pay more debt with less distribution this year, and then next year the company is a lot better off financially and are able to triple the distribution because of that. Would the investors be unhappy about getting 3 times more than they were expecting because of the decision Kinzel made? In that case they would be ahead. They could get what they are wishing for and have this scenario. New CEO who hands out a nice distribution, no money to pay off debt in time and the company has to file bankruptcy by the end of the year!

Of course this is just my opinion...

I've been thinking the same thing throughout this whole back and forth between Q and CF. To me it makes more sense to reduce the debt first to help make the company more stable in the long run. Seems to me that Q is short sighted and not thinking long term in their demands for distributions. I know in my personal finances the less debt I have the more stability there is. Does this not apply to corporations as well, Q?

And does KI keep track of how many people leave the park and re-enter during a typical summer day? What about how many cars re-enter the parking lot?

Yes and yes.

Let's not kid ourselves. If KI got a restaurant like BGT's, would they offer the same experience? Probably not.

I think the food at KI has come a long way since CF took over, but it will still be a while before I'm ready to wait to be seated...

Right. We've gone from crappy food at marginally high prices to crappy food at ridiculously high prices. But don't get me wrong, though. I love the fact that they sell roasted turkey legs at stands. I would actually happily pay seven dollars for one and munch on it for a good hour or two while people watching on Coney Mall. I just haven't bought one yet 'cause I keep forgetting to.

.....we need some original, one-of-a-kind, homemade food items the park can call its own (that aren't LaRosa's or Skyline). A return of the bakery would be nice, along with the return of the Kettle Corn stand, and stands selling different varieties of popcorn like Tokyo DIsneyland has (such as Honey, Chocolate, Sea Salt, Caramel, Cream Soda, etc.).

....ooh, and fried pickles, like from Toot's. I LOOOOOVE fried pickles.

I completely agree with you. When I go to different parks, I'm more likely to get something unique from them rather than your basic cheeseburger & fries... or Subway, Johnny Rockets, Papa John's and Panda Express (yes, I'll have a Dole Whip please!... oh, that's right, I'm not planning to go back to WDW until 2012 ). And many of you have seen me post in the past about the good ol' Bakery... my first summer as a KI employee was spent there (as well as a Winterfest), and I'd love to see that return. Very unlikely, but I'd love it.

[The Interpreter]

Cedar Fair strikes back at criticism by investor:

...In a letter to Fort Worth businessman Geoffrey Raynor, who controls the two funds that make up Q Investments, the amusement park chain's directors chastised Mr. Raynor for turning down an offer to serve on the Cedar Fair board and also for never meeting with any directors except Chairman Dick Kinzel and two new board members chosen by Q Investments.

The letter, dated Friday and filed with the Securities and Exchange Commission, also criticizes Q Investments for its "proclivity for filing lawsuits — three in just the last 12 months," and calls the funds' use of lawsuits "not an appropriate tool to foster productive discussions …"

Spokesman Stacy Frole said the letter was filed to help shareholders understand Cedar Fair's position. "[Q Investments'] tactics are not typically the way we run our business. That being said, we are very proud of what we've accomplished and we are going to respond" to criticism, she said....

http://toledoblade.c...ESS03/101219457

The letter, (found at http://www.sec.gov/A...98/ddefa14a.htm ):

December 17, 2010

Mr. Geoffrey Raynor
301 Commerce Street
Suite 3200
Fort Worth, TX 76102

Dear Mr. Raynor,

We the undersigned, as the entire membership of the Board of Directors of Cedar Fair Management, Inc., would like to set the record straight regarding the misstatements and mischaracterizations in your letter to us dated December 9, 2010.

Given that: 1) you turned down the opportunity to serve on the Board and participate in our ongoing leadership succession planning process and 2) you have never personally met any of the directors except for the Chairman and the two newest members that you helped select, we must take issue with your factually incorrect assertions that the current Board has not acted in the best interests of unitholders and simply "went along" with the Chairman's wishes. This is a Board that is solely focused on the best interests of all unitholders. Our meetings include open and frank discussions and we always consider new ideas, whether proposed by other directors, management or unitholders.

You continue to criticize us for acting on our fiduciary responsibility to all unitholders while you are not interested in having that same fiduciary obligation. We can only conclude that it would be difficult for you to reconcile the discrepancy between the short-term interests of your own hedge fund investors and the long-term growth goals of the Company and other unitholders.

As you are aware, your proposal to immediately increase the distributions payable to unitholders is not permitted under the current financing, which includes market-driven terms and covenants, and provides for the payment of a distribution now with an ability to increase it in the future. As you are also aware, the prior credit agreement had previously restricted us from paying any distribution based on our leverage levels. We do not believe it is in the long-term interests of all unitholders to put the financial stability of the Company at risk. Examples of the downside of less-than-rigorous fiscal policies are not hard to find. In fact, look no further than Six Flags – a company to which you repeatedly compare us. The former management team of Six Flags found itself in bankruptcy court by not managing its debt levels. We intend to maintain a balanced approach to debt reduction that will result in attractive and sustainable growth of the distribution for our unitholders over the long term.

Despite your criticism, our successful refinancing has proven to be a very wise move that the market has clearly embraced. The refinancing has stabilized our capital structure, which was causing the market and unitholders great concern. The terms also permit the Company reasonable flexibility to address its growth and capital investment needs along with its desire to pay a steadily increasing distribution to its unitholders. Contrary to your mischaracterizations, many members of the Board have considerable financial experience. We know that successful companies must move decisively and opportunistically in unsettled markets. Your unhappiness with the lender-driven, short-term restrictions on distribution payouts doesn't change the fact that the Company is stronger under its new debt structure, and will be better able to sustain meaningful distributions for the long term. To be clear, our goal is to increase distributions, but we must do so in a manner that is both responsible and in the best interests of unitholders.

Another one of your claims is that the former COO was "let go" under "curious circumstances." In fact, the COO resigned. Q Investments should be aware of this because its representatives have had meetings with the former COO since his resignation. His resignation was unexpected and unfortunate, but Cedar Fair's management team maintained its focus on the business and produced very strong results. We believe Cedar Fair has the strongest management team in the industry, as is evident by the Company's superior product quality and operating margins.

We find it curious that you will seek out the Company's former COO –– and yet you refuse to meet with us to discuss the issues you have raised. We are left only to conclude that Q Investments has decided to file lawsuits instead of communicating directly with the Company, its Board or management. Because of these lawsuits, the Board was forced to adopt the policy that any contact initiated by Q Investments should first go through our general counsel. While your letter characterizes this policy as "absurd," it is necessary in light of Q Investments' proclivity for filing lawsuits – three in just the past 12 months. Litigation is clearly not an appropriate tool to foster productive discussions and your actions result in needless waste of corporate resources and unnecessary distractions from running the business.

Finally, your letter states that you intend to "campaign vigorously for [the] removal at the earliest possible time" of any successor to our current CEO who does not accede to your demands about how the Company should be managed. Statements like this from unitholders will only make it more difficult to attract the best possible CEO candidate. The Board takes its responsibility for succession planning very seriously. We have a thorough process in place to identify the candidate who we believe is best qualified to lead the Company and deliver long-term growth and value creation for all unitholders.

We want you to know that the Board's members are unanimous in our opposition to the proposals you have presented for consideration at the Special Meeting of Unitholders on January 11, 2011, and this unanimity includes your "two exceptionally well qualified and completely independent designees on the board." This Board is committed to independence and we will continue serving the best interests of all unitholders. We urge you to reconsider your current approach and meet with us to discuss the long-term potential of Cedar Fair.

Sincerely,

Richard L. Kinzel /s/
Eric L. Affeldt /s/
Darrel D. Anderson /s/
Richard S. Ferreira /s/
C. Thomas Harvie /s/
Michael D. Kwiatkowski /s/
David L. Paradeau /s/
John M. Scott, III /s/
Steven H. Tishman /s/

[IndyGuy4KI]

Wow, what an awesome response CF. I hope Q gets the message.

[CoastersRZ]

While I agree 110% with the portion about the debt reduction verses distribution payout, I am left somewhat puzzled by the following sentence:

This is a Board that is solely focused on the best interests of all unitholders.

Is this not the same board that recommend the sale of the company to a private equity firm for just $11.50 a unit? That certainly did not seem like the board was looking out for my interests as a unit holder then. Especially when certain people like Kinzel were reported to stay on with the new private company and get a partial ownership in the "new" company.

Secondly, unless I am mistaken, Cedar Fair is spending LESS on capital investment this off season compared to previous ones. While they haven`t officially released their 2011 capital budget (unless I missed it along the way, which is possible), the fact that there four "prime" parks are getting the same exact ride with the same exact name speaks to the fact that they aren`t investing as heavily in capital budgets this coming season, in an attempt to pay down more of their debt. Thats not necessarily a bad thing, but less money spend on capital budgets can also mean a lack of new things to attract visitors to visit the parks.

And, on the subject of the COO. Has Cedar Fair, until now, ever admitted that Falfas resigned? And even so, who is to say that his resignation was voluntary? He could have been given an ultimatum of resign or we will force you out. It still seems curious how he abruptly left, and how Cedar Fair never released an official statement about his departure. Even odder is that he really hasn`t been heard of since he left Cedar Fair.

Kinzel`s time has definitely come and gone. He is out of touch with many things, among them food prices. It is crazy that parks like KI are charging $3.75 for soft drinks (the prices at Cedar Point at least were slightly cheaper by five nickles!) The lack of food quality, and exorbitantly high food prices do not encourage people to spending money in the parks. If they were to give pass holders a general discount on food, like 10 or 20 percent, they may find themselves making more money from their pass holders. As it is now, the majority of pass holders likely will not eat in the parks, causing in park spending to go down. And in park spending has been going down at the Cedar Fair parks now for several quarters. It should come to no surprise as to the reason why. But for some reason, Kinzel and co. think they can continue to raise prices and nickle and dime their customers, all while the quality has gone down. While I understand what Kinzel has done, and in whole, I think CF has been good for KI, I think it is time for new blood in the leadership position. Whether that is now or a year from now.

[The Interpreter]

My favorite part is this:

...your actions result in needless waste of corporate resources and unnecessary distractions from running the business....

So what are we to make of an attempt to sell out the company while keeping a booty of sizable proportions for the Chairman/CEO and his son and family, regardless of whether that executive and his son were retained or not? And all the proxy action and the scheduled vote that was canceled, and the easily predictable litigation those actions caused? That didn't disrupt the business? Yeah, right.

And, like you, I posit the possibility that Mr. Falfas resigned in lieu of being terminated. There is absolutely nothing in FUN's letter that negates that possibility, and Mr. Falfas may well have even waived any rights to sue and agreed to be quiet in exchange for a larger severance package.

Or, perhaps, after all those years, he just decided he wanted to spend more time with family and/or pursue other opportunities. Again, yeah, right.

[CoastersRZ]

The other question that has to be asked, is why is Q intent on talking with Mr. Falfas now?

While many people are making Q to be the bad guy in this special meeting, Cedar Fair is far from infallible. Their statements do not necessarily jive with their past actions. It still amazes me that they insist they have always had the unit holders interests in mind with all of their recent decisions. It is simply laughable.

[The Interpreter]

And if there is nothing to hide and Mr. Falfas merely resigned, why is FUN so obviously incensed that Q is talking to him? Some agreement potentially violated, perhaps? And why will FUN NOT have contact with Q except through its counsel? The reasons stated in the letter are hysterical...only someone who is very fearful would react the way that Board apparently has.

I must say I am stunned the two new 'independent' directors now recommend that Mr. K's two positions not be separated. How quickly they have been....assimilated.

[BoddaH1994]

My only real fear is that if Q is responsible for finding the successor, they may choose someone who would be willing to lay down all of his flags to return to the fair - with quality-cutting financial metrics in mind.

Terpy, and many of the rest of you know who I'm talking about.

And no, it's not a good thing...

[The Interpreter]

Or even want to engage in some sort of combine? Like Apollo almost certainly was going to with Messrs Shapiro and Snyder...but the latter two did not survive the 'financial reorganization' at their own organization? Mr. Shapiro is still available, last I heard. Without Mr. Snyder's restrictions, I imagine he'd do a whiz bang job.

[BoddaH1994]

Lipstick on a pig, Terpy... that's all that would be. Lots of parks, TONS of debt.

Maybe a merger would be in mind, but I could see the more likely outcome be that they cut costs and just flip FUN.

[The Interpreter]

That's how BOTH of them got to where they were last year....Lots of parks, tons of debt. I don't think Mr. Reid-Anderson is interested in any combination unless the seller is willing to sell for a song...like maybe "Brother, Can You Spare A Nickel?"

[The Interpreter]

Kinzel defends himself from investor's broadsides:

...Those statements are "lies," Kinzel said....

http://www.sanduskyr...ends121710tjxml


The gentleman needs to be careful. Statements like that one can be deemed to be....oh, where did I put that...oh, here it is:

...solicitation material in respect of the proposals described in Q Investments' preliminary proxy statement, filed on November 3, 2010. In connection with such proposals, the Company intends to file with, or furnish to, the Securities and Exchange Commission (the "SEC") all relevant materials, including a proxy statement on Schedule 14A. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING, WHEN AVAILABLE, THE COMPANY'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS. The definitive proxy statement (when available) will be mailed to unitholders of the Company. Investors and security holders will be able to obtain a copy of the proxy statement (when available) and other documents filed by the Company free of charge from the SEC's website, www.sec.gov. The Company's unitholders will also be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH 44870, telephone: (419) 627-2233, or from the Company's website, www.cedarfair.com, or by contacting Morrow & Co., LLC, at (203) 658-9400 or toll free at (800) 206-5879.


Says who? Just the law and the SEC. Oh, where'd that statement come from? See post 1....and who was it originated that? So they KNOW, but do it anyway? Ironically, this conduct really does prove he is an operations guy, not a finance guy. I am certain his lawyers have advised him not to make statements like this right now...and yet, he does it anyway. I'm very glad I do not advise, represent, work for or have any business relationship with the gentleman. If Q wants, they could make this get very ugly now...

Oh, yeah, from that same article:

..."It feels good getting it off my chest," he said as he defended his policies and derided Raynor's knowledge of the amusement park business....

I wonder how it will feel when his legal people advise him of the potential effects of his blowing off steam right now...

[CoastersRZ]

And what exactly makes those statements lies? He said that he was an operations guy and not a finance guy. What is a lie about that? Or is he now trying to deny that he ever said such a thing?

He certainly is not very wise when it comes to keeping his mouth shut, is he?

[The Interpreter]

What is more important right now than the truth or falsity of his statements is how they were made and to whom. Full disclosure to ALL unitholders of his positions is required to the extent they can be seen as solicitation for or against the proposals to be decided upon on 20110111, as is disclosure to the SEC. How anyone can say his statements are not meant to influence unitholders is beyond me. Given his material, substantial involvement in at least one of those two proposals, and his potential to suffer personal financial harm should at least one of the two be adopted, he'd be wise to be mum.